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CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER - BIONICHE

VIEWS: 4 PAGES: 3

									                           BIONICHE LIFE SCIENCES INC .

  CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER


I.      Statement of Policy :

The Corporate Governance Committee of the' Board of Directors of Bioniche Lif e
Sciences Inc . (the "Committee") shall have the broad responsibility for reviewin g
corporate governance practices observed within the Company (including Board practice s
and performance) and' for making recommendations with respect to such matters to th e
Board .


II.     Composition and organization of the Corporate Governance Committee :

The Committee shall consist of at least three Directors, each of whom the Board of
Directors has determined to be unrelated or independent in respect of the Company a s
contemplated by the applicable laws, regulations and listing requirements to which th e
Company is subject .

Members shall be appointed by the Board, and shall serve for such term as the Board ma y
determine . The Committee Chair will be appointed by the Board . The Corporate
Secretary shall act as secretary to the Committee :


III.   Meetings of the Corporate Governance Committee :

The Committee shall meet as required .

The Committee may invite such members of Management to its meetings as it may dee m
desirable or appropriate, subject to the maintenance of confidentiality where required .

The Committee shall meet in camera, as necessary .


IV.    Duties and Responsibilities of the Corporate Governance Committee :

The following are the duties and responsibilities of the Committee :

1 . to make recommendations to the Board from time to time as to changes that th e
        Committee believes to be desirable to the , size of the Board or any committe e
        thereof;
 2.    to recommend nominees for election as Directors of the Company, taking int o
       account the competencies, skills and personal qualities required to add value t o
       the Company and to the functioning of the Board .and its Committees;

 3.    to . develop and to recommend to the Board standards to be applied in makin g
       determinations as to the presence or absence of material relationships between th e
       Company and a Director;

4.     to identify Board Members qualified to become Members of any committee of th e
       Board and to recommend that the Board appoint the identified Member o r
       Members to the respective committee . In nominating a candidate for committee
       membership, the Corporate Governance Committee shall take into consideratio n
       the factors set out in the charter of the particular committee, as well as any othe r
       factors it deems appropriate ;

5.     to establish procedures for the Committee to exercise oversight of the evaluation
       of the Board, its Committees and the contribution of individual Directors ;

6.    to develop and to recommend to the Board a set of corporate governanc e
      principles applicable to the Company, to review those principles at least Once a
      year and to monitor disclosure of such principles ;

7.    to assess the Beard's relationship with Management and to recommend, wher é
      necessary, limits on Management's authority to act without explicit Boar d
      approval ;

8.    to consider recommendations regarding the appointment of the Chief Executiv e
      Officer of the Company;

9.    to recommend topics of interest or importance for discussions and for action by
      the Board and to address information requirements of the Directors related t o
      corporate governance ;

10.   to review Board and Chairman effectiveness including time commitments ,
      conflicts of interest and continuing qualifications of Board Members ;

11.   to report to the Board of Directors after each of its meetings ;

12.   to prepare and to review with the Board an annual performance' evaluation of th e
      Committee and its Members, which evaluation must compare the performance o f
      the Committee with requirements of this charter . The performance evaluation by
      the Committee shall be conducted in such manner as the Committee deem s
      appropriate;

13.   to review this charter, the Board Mandate, the Code of Ethical Conduct an d
      Business Practices if and when in effect, and the charters of each of the Board
         committees at least annually and to recommend any changes to the full Board o f
         Directors ; an d

 14.    to carry out any other duties or responsibilities expressly delegated to th e
        Corporate Governance Committee by the Board .


 V.     Delegation to Sub-committee :

The Committee may, in its discretion and as appropriate, delegate duties an d
responsibilities to a Member or to a subcommittee of the Committee .

In particular, the Committee may, by resolution, delegate a portion of its duties an d
responsibilities to a separate Nominating Committee, if constituted . This sub-committe e
shall consist of at least three Directors, each of whom the Board of Directors ha s
determined to be independent or unrelated in respect of the Company as contemplated b y
the laws, regulations and listing requirements to which the Company is subject . Th e
Nominating Committee shall designate one ofits Members to act as its Chairman .

 The principal responsibility of the Nominating Committee will be to identify individual s
 believed to be qualified to become Board Members, and to recommend the nominees t o
 stand for election as Directors . In the event it becomes necessary or advisable that a ne w
Director join the Board, the Nominating Committee shall recommend to the Board a
 candidate to become a Director either through appointment by the Board or through .
election by Shareholders . In nominating candidates ; the Nominating Committee shal l
take into consideration such factors as it deems appropriate . These factors may includ e
judgment, independence, skill, diversity, experience with businesses and othe r
organizations of comparable size, the interplay of the candidate's experience with th e
experience of other Board members, and the extent to which the candidate would be a
desirable addition . to the Board and any committees of the Board . The Nominating
Committee shall also consider legal, regulatory and listing requirements applicable to th e
Company in respect of the composition of the Board of Directors and its Committees .


VI.    Resources and Authority of the Committee : ,

The Committee shall have the resources and authority appropriate to discharge its dutie s
and responsibilities, including the authority to retain counsel or other experts, as it deem s
appropriate, without seeking, approval of the Board or Management .

								
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